1.Purpose. The purpose of the
Plan is to enable the Company to offer certain protections to a selected group
of key employees of the Company if their employment is terminated in connection
with a Change of Control. Capitalized terms and phrases used herein shall have
the meanings ascribed thereto in Section 2.

2.Definitions.

a.
“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the
General Rules and Regulations of the Exchange Act.

b.
“Base Salary” shall mean the Participant’s annual base salary in effect on the
date of termination of the Participant’s employment with the Company, including
amounts not currently includible in gross income by reason the Participant’s
election to defer such amounts under a cafeteria plan, 401(k) plan, or
nonqualified deferred compensation plan of the Company or an Affiliate.

d.
“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.

e.
“Board” shall mean the board of directors of the Company from time to time.

f.
“Bonus” shall mean the Participant’s target annual cash bonus for the year in
which the Participant’s employment is terminated.

g.
“Cause” shall mean (with regard to a Participant’s termination of employment
with the Company): (i) your willful and continued failure to substantially
perform your duties with the Company and its Affiliates as determined by the
Committee; (ii) your willful engagement in conduct (other than conduct
covered under clause (i) above) which, in the good faith judgment of the
Committee, is injurious to the Company and/or its Affiliates, monetarily or
otherwise; or (iii) your material violation of Company or Affiliate
policy, or your breach of noncompetition, confidentiality, or other restrictive
covenant with respect to the Company or any of its Affiliates, that applies to
you;provided,however, that for purposes of
clauses (i) and (ii) of this definition, no act, or failure to act,
on your part shall be deemed “willful” unless done, or omitted to be done, by
you not in good faith and without reasonable belief that the act, or failure to
act, was in the best interests of the Company and/or its Affiliates.

1

h. “Change of Control” shall mean any of the following
events:

i. Any
Person becomes the Beneficial Owner of thirty percent (30%) or more of the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of its directors (the “Outstanding
Company Voting Securities”);provided,however, that for purposes of
this Section 2(h), the following acquisitions shall not constitute a Change
of Control: (A) any acquisition directly from the Company, including
without limitation, a public offering of securities; (B) any acquisition
by the Company or any of its Affiliates; (C) any acquisition by any
employee benefit plan or related trust sponsored or maintained by the Company
or any of its Affiliates; or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B), and (C) of
Section 2(h)(iii);

ii.
Individuals who constitute the Board of Directors as of the Effective Date (the
“Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors;provided,however, that any individual
becoming a director of the Company subsequent to the Effective Date whose
election to the Board of Directors, or nomination for election by the Company’s
shareholders, was approved by a vote of (A) at least a majority of the
directors then comprising the Incumbent Board, (B) a vote of at least a
majority of any nominating committee of the Board of Directors, which
nominating committee was designated by a vote of at least a majority of the
directors then comprising the Incumbent Board, or (C) in the case of a
director appointed to fill a vacancy in the Board of Directors, at least a majority
of the directors entitled (under Article VII of the Amended and Restated
Certificate of Incorporation of the Company) to elect such director (so long as
at least a majority of such directors voting in favor of the director filling
the vacancy are themselves members of (or considered to be pursuant to this
definition members of) the Incumbent Board) shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election or removal of the directors of the Company or other actual or
threatened solicitation of proxies of consents by or on behalf of a Person
other than the Board of Directors;

iii.
Consummation of a reorganization, merger, or consolidation to which the Company
is a party or a sale or other disposition of all or substantially all of the
assets of the Company (a “Business Combination”), unless, following such
Business Combination: (A) all or substantially all of the individuals and
entities who were the Beneficial Owners of Outstanding Company Voting
Securities immediately prior to such Business Combination are the Beneficial
Owners, directly or indirectly, of more than fifty percent (50%) of the
combined voting power of the outstanding voting securities entitled to vote
generally in the election of directors of the corporation resulting from the
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) (the “Successor
Entity”) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company
Voting Securities; (B) no Person (excluding any Successor Entity or any
employee benefit plan or related trust of the

2

Company, such Successor
Entity, or any of their Affiliates) is the Beneficial Owner, directly or
indirectly, of thirty percent (30%) or more of the combined voting power
of the then outstanding voting securities entitled to vote generally in the election
of directors of the Successor Entity, except to the extent that such ownership
existed prior to the Business Combination; and (C) at least a majority of
the members of the board of directors of the Successor Entity were members of
the Incumbent Board (including persons deemed to be members of the Incumbent
Board by reason of the proviso of Section 2(h)(ii)) at the time of the
execution of the initial agreement or of the action of the Board of Directors
providing for such Business Combination; or

iv.
Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.

i.
“Change of Control Date” shall mean the date on which the Change of Control
occurs.

j.
“Code” shall mean the Internal Revenue Code of 1986, as amended.

k.
“Committee” shall mean a committee appointed or designated by the Board from
time to time to administer the Plan. Notwithstanding the foregoing, if, and to
the extent that no Committee exists which has the authority to administer the
Plan, the functions of the Committee shall be exercised by the Board, and all
references herein to the Committee shall be deemed to be references to the
Board.

n.
“Disability” shall mean a permanent disability that would make the Participant
eligible for benefits under the long-term disability program maintained by the
Company or any of its Affiliates (without regard to any time period during
which the disability condition must exist) or in the absence of any such
program, such meaning as the Committee shall determine.

q.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

r.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time, or any successor act thereto.

s.
“Good Reason” shall mean (i) relocation of the Participant’s principal
business location to an area outside a 100 mile radius of its current location;
(ii) any reduction in the Participant’s compensation (including Base
Salary and Bonus), a

3

substantial
reduction in the benefits provided to the Participant, and/or any failure to
timely pay any part of the Participant’s compensation when due (including Base
Salary and Bonus) or any benefits due under any benefit plan, program or
arrangement; provided, however, that Company-initiated across-the-board
reductions in compensation or benefits affecting substantially all Company
employees shall alone not be considered Good Reason, unless the compensation
reductions exceed fifteen percent (15%) of pay (Base Salary plus Bonus);
or (iii) with respect to Tier I Executives only, any significant and
material diminution in the Participant’s duties or responsibilities from that
which exists on the Change of Control Date, excluding for this purpose isolated
and inadvertent actions not taken in bad faith and remedied by the Company
promptly after the Company receives notice from the Participant; provided, however,
that a change in title or reporting relationship alone shall not constitute
Good Reason;providedthat any event described in clauses
(i) through (iii) above shall constitute Good Reason only if the
Company fails to rescind or remedy such event within 30 days after receipt from
the Participant of written notice of the event which constitutes Good Reason;provided,further, that Good Reason shall
cease to exist for an event or condition described in clauses (i) through
(iii) above on the 90th day following its occurrence, unless the
Participant has given the Company written notice thereof prior to such date.

For
purposes of determining the amount of any cash payment payable to the
Participant in accordance with the provisions of Sections 3(a) and 3(b), any
reduction in compensation or benefits that would constitute Good Reason
hereunder shall be deemed not to have occurred.

t.
“Omnibus Plan” shall mean the Genworth Financial, Inc. 2004 Omnibus Incentive
Plan, as amended from time to time, or any successor plan providing for the
grant or award of equity-based compensation to the Company’s employees,
officers and directors. With respect to a Participant in this Plan, the
provisions of this Plan shall override the provisions of the Omnibus Plan and
award agreements thereunder related to a Change of Control, except the
provisions of the Omnibus Plan or related award agreements that apply when,
pursuant to a Change of Control, a successor entity does not assume and
maintain an award granted under the Omnibus Plan.

u.
“Participant” shall mean each key employee of the Company selected by the
Committee in its sole discretion and designated in writing as eligible for
participation herein. The Company will review the list of Participants on a
periodic basis, and may add or remove Participants at its discretion, provided,
however, that any removal of a Participant shall not be effective within 180
days prior to a Change of Control.

v.
“Person” shall have the meaning ascribed to such term in Section 3(a)(9)
of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
“group” as defined in Section 13(d) thereof.

w.
“Plan” shall mean the Genworth Financial, Inc. 2011 Change of Control Plan, as
may be amended from time to time.

4

x. “Qualified Termination” shall mean, subject to
Section 11 of this Plan, within 24 full calendar months after a Change of
Control as defined in Section 2(h), a termination of the Participant’s
employment by the Company without Cause (and not as a result of the
Participant’s death or Disability), or by the Participant for Good Reason.

y.
“Tier I Executives” shall mean the executives determined by the Committee from
time to time prior to the Change of Control Date to be Tier I Executives and
identified as such in the records of the Plan maintained by the Company at any
time during the period which is 30 days prior to the Change of Control Date.

z.
“Tier II Executives” shall mean the executives determined by the Committee from
time to time prior to the Change of Control Date to be Tier II Executives and
identified as such in the records of the Plan maintained by the Company at any
time during the period which is 30 days prior to the Change of Control Date.

3.Benefits.

a.Basic Severance Benefits.
Subject to Sections 4, 5, 6 and 7, if the Participant has a Qualified
Termination as defined in Section 2(x), the Participant shall be eligible
to receive the following benefits:

i. a
lump sum cash payment of accrued but unpaid salary and accrued but unused
vacation as of the Participant’s date of termination;

ii. a
lump sum cash payment of a prorated portion of the Participant’s Bonus (unless
the Participant receives his annual cash Bonus for the year of termination
pursuant to another plan, policy or arrangement), determined by calculating the
product of (A) the amount of the Participant’s Bonus and (B) a
fraction, the numerator of which is the number of days worked in the year in
which the termination of employment occurs and the denominator of which is 365;

iii. a
lump sum cash payment based on the Participant’s position as of the
Participant’s date of termination, as follows:

A.

Tier I Executives: 2.00
times Base Salary, plus 2.00 times Bonus; or

B.

Tier II Executives: 1.50
times Base Salary, plus 1.50 times Bonus;

iv.
subject to Section 11 of this Plan , all performance-based equity awards
granted to the Participant by the Company under the Omnibus Plan (including,
but not limited to awards granted pursuant to a mid-term performance plan with
multi-year performance cycles) shall become fully vested and non-forfeitable;
shall be deemed earned based on the target performance being attained for the
performance period; and shall pay out pro rata based on the portion of the
performance period elapsed on the effective date of the Qualified Termination;

5

v.
subject to Section 11 of this Plan, all stock options, restricted stock
units and other time-vesting equity awards granted to the Participant by the Company
under the Omnibus Plan, except the portion of any award of restricted stock
units that vests upon retirement, shall immediately become vested and
exercisable in full and/or all restrictions on all shares subject to awards
shall lapse (regardless of whether such stock options, restricted stock units
or other equity-based awards were vested and exercisable or subject to
restrictions at the time of the termination of the Participant’s employment or
the Change of Control), with any stock options or other equity-based awards
remaining exercisable for the remainder of their stated term;

vi.
full and immediate vesting of any supplemental pension benefit under any funded
or unfunded or nonqualified pension or deferred compensation plan now or
hereafter maintained by the Company in which the Participant participates, with
payment to be made at such time and in accordance with the terms of such
plan(s); and

vii.
except to the extent the following violates section 2716 of the Public Health
Service Act (as added by Section 1001 of the Patient Protection and
Affordable Care Act, as amended by the Health Care and Education Reconciliation
Act) or any other applicable law, the following health and welfare benefits:

A.

Continuation of the
Participant’s coverage under the Company’s Group Life Insurance Plan for up
to 18 months following the termination of employment. The coverage continued
in accordance with this Plan will be subject to the modifications made to the
same coverage during the 18 month period that is maintained by similarly
situated participants who have not terminated employment; and

B.

For up to 18 months, the
Company will make the same contribution towards the cost of any COBRA
continuation coverage of group health plan coverage under a Company sponsored
health plan that the Participant elects as a result of the termination of
employment that it made on the Participant’s behalf immediately preceding the
termination of employment (“Employer Subsidy”); however, the Employer Subsidy
is subject to the same modifications to employer subsidies applicable to the
same group health coverage maintained by similarly situated participants who
have not terminated employment.

Subject to
Section 11 of this Plan, Basic Severance Benefits described in paragraphs
(i) through (iv) above shall be paid within ten (10) business
days (or at such earlier time as required by applicable law) following the
Participant’s termination of employment in accordance with the provisions of
this Section 3(a). Consistent with Section 11, if a Participant
becomes entitled to the Basic Severance Benefits described in paragraphs
(i) through (iv) above during a period in which he is a Specified
Employee (as defined below), then, subject to any permissible acceleration of
payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii)
(domestic relations order), (j)(4)(iii) (conflicts of

6

interest),
or (j)(4)(vi) (payment of employment taxes), the Participant’s right to receive
such payments and benefits shall be delayed until the earlier of the
Participant’s death or the first business day of the seventh month following
the Participant’s separation from service.

b.Election of Enhanced Severance
Benefits. Subject to the Participant’s election of Enhanced Severance
Benefits pursuant to this Section 3(b), and subject to Sections 4, 5, 6,
and 7, if the Participant has a Qualified Termination as defined in
Section 2(x), the Participant shall be eligible to receive certain
enhancements to the Basic Severance Benefits described in Section 3(a),
provided that the Participant enters into a noncompetition agreement described
in Section 5(b) with the Company at the time of his termination, as
follows:

i. an
additional lump sum cash payment, based on the Participant’s position as of the
Participant’s date of termination as follows:

A.

Tier I Executives: 1.00
times Base Salary, plus 1.00 times Bonus; or

B.

Tier II Executives: 0.50
times Base Salary, plus 0.50 times Bonus;

ii.
subject to Section 11 of this Plan, the restrictions on an award of
restricted stock units that vest upon retirement shall immediately lapse;

The
enhanced portion of the lump sum cash payment described in Section 3(b)(i)
above shall be paid upon the expiration of the 18-month noncompetition period
under the noncompetition agreement described in Section 5(b), provided the
Participant has complied with the terms of such agreement.In all other respects, the
Participant will receive the Basic Severance Benefits in accordance with the
provisions of Section 3(a), including the applicable lump sum cash payment
amount described in Section 3(a)(iii), and the Enhanced Severance Benefits
described in Sections 3(b)(ii).

c.Death Benefits. If a
Participant dies after becoming entitled to benefits hereunder but before
receiving payment, such benefits will be paid to the Participant’s estate as
soon as practicable after his or her death. If a Participant has elected
Enhanced Severance Benefits and dies before the expiration of the
noncompetition period described in Section 3(b) above, he or she shall be
considered entitled to the enhanced lump sum cash payment described in
Section 3(b)(i), and the payment shall be made to the Participant’s
estate.

d.Vesting and Payout of
Performance-Based Equity Awards Absent a Qualifying Termination.
Notwithstanding anything in this Plan to the contrary, in the event that a
Qualifying Termination does not occur following a Change in Control, all
performance-based equity awards granted to the Participant by the Company under
the Omnibus Plan (including, but not limited to awards granted pursuant to a
mid-term performance plan with multi-year performance cycles), shall vest and
become non-forfeitable in accordance with the regular vesting schedule set
forth in the respective award agreement; but shall be deemed earned based on
the target performance being

7

attained
for the performance period; and shall be distributed or paid to the Participant
on the regularly scheduled payment date as set forth in the respective award
agreement.

4.Mandatory Reduction of Payments in
Certain Events.

a.
Anything in this Plan to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the
benefit of a Participant (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise) (a “Payment”)
would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then, prior to the making of any Payment to the
Participant, a calculation shall be made comparing (i) the net benefit to
the Participant of the Payment after payment of the Excise Tax, to
(ii) the net benefit to the Participant if the Payment had been limited to
the extent necessary to avoid being subject to the Excise Tax. If the amount
calculated under (i) above is less than the amount calculated under
(ii) above, then the Payment shall be limited to the extent necessary to
avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of
the Payments due hereunder, if applicable, shall be made by first reducing cash
Payments and then, to the extent necessary, reducing those Payments having the
next highest ratio of Parachute Value to actual present value of such Payments
as of the date of the Change of Control, as determined by the Determination
Firm (as defined in Section 4(b) below). For purposes of this
Section 4, present value shall be determined in accordance with
Section 280G(d)(4) of the Code. For purposes of this Section 4, the
“Parachute Value” of a Payment means the present value as of the date of the
Change of Control of the portion of such Payment that constitutes a “parachute
payment” under Section 280G(b)(2) of the Code, as determined by the
Determination Firm for purposes of determining whether and to what extent the
Excise Tax will apply to such Payment.

b. The
determination of whether an Excise Tax would be imposed, the amount of such
Excise Tax, and the calculation of the amounts referred to Section 4(a)(i)
and (ii) above shall be made by an independent, nationally recognized
accounting firm or compensation consulting firm mutually acceptable to the
Company and the Participant (the “Determination Firm”) which shall provide
detailed supporting calculations. Any determination by the Determination Firm
shall be binding upon the Company and the Participant. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Determination Firm hereunder, it is possible
that Payments which the Participant was entitled to, but did not receive pursuant
to Section 4(a), could have been made without the imposition of the Excise
Tax (“Underpayment”). In such event, the Determination Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Participant but no
later than March 15 of the year after the year in which the Underpayment
is determined to exist, which is when the legally binding right to such
Underpayment arises.

8

c. In the event that the provisions of Code
Section 280G and 4999 or any successor provisions are repealed without
succession, this Section 12 shall be of no further force or effect.

5.Restrictive Covenants.

a.Confidential Information.
During the period of their employment with the Company, Participants shall hold
in a fiduciary capacity for the benefit of the Company and its Affiliates all
trade secrets, proprietary or confidential information, knowledge or data
relating to the Company, and/or their respective businesses, which shall have
been obtained by the Participant. Trade secret information includes, but is not
limited to, customer lists, pricing information, sales reports, financial and
marketing data, reserves estimation processes or procedures, techniques, or
processes that: (i) derive independent economic value, actual or
potential, from not being generally known to the public or to persons who can
obtain economic value from their disclosure or use, and (ii) are the subject
of reasonable efforts under the circumstances to maintain their secrecy. While
employed and at any time after termination of the Participant’s employment with
the Company, the Participant shall not, without the prior written consent of
the Company, use, communicate or divulge any such information, knowledge or
data to anyone at any time.

b.Covenant Not to Compete. If the
Participant elects to receive Enhanced Severance Benefits pursuant to
Section 3(b), then at the time of termination of employment with the
Company, the Participant shall enter into an agreement with the Company whereby
he or she agrees not to, during the 18-month period commencing upon a
Participant’s Qualified Termination which entitles the Participant to Enhanced
Severance Benefits hereunder, (i) directly or indirectly, individually or
as a director, officer, principal, agent, Participant, or in any other capacity
or relationship, engage in any business or employment, or aid or endeavor to
assist any business or legal entity that Competes with the Company,
(ii) hold, directly or indirectly, more than five percent of any class of
stock of any corporation or more than a 5% interest in any partnership or other
business or legal entity that Competes with the Company. Entities within the
scope of the term “Competes” shall be up to five financial services industry
companies, as designated by the Committee at the time of the Change of Control.

c.Non-Disparagement. The
Participant agrees not to, while employed and during the 18-month period
commencing upon a Qualified Termination, make any remarks (whether in public or
private) knowingly or intentionally disparaging the Company or its Affiliates,
or their respective products, services, officers, directors or employees,
whether past or current, including any present, former or future director,
officer, employee or agent of the Company or an Affiliate.

d.Solicitation of Customers or
Clients by Participants. Unless waived in writing by the Company, each
Participant agrees that he will not, directly or indirectly, while employed and
during the 18-month period commencing upon a Qualified Termination, solicit or
contact, directly or indirectly, the trade or patronage of any of the customers
or clients of the Company, regardless of the location of such customers or

9

clients
of the Company with respect to any services, products, or other matters in
which the Company is active.

e.Solicitation of Company Employees.
Unless waived in writing by the Company, each Participant agrees that he will
not, directly or indirectly, while employed and during the 18-month period
commencing upon a Qualified Termination, solicit or attempt to entice away from
the Company any director, agent or employee of the Company.

f.Remedies. If a Participant
breaches any of the provisions of this Section 5, the Company shall have
the right to reduce or offset the Basic or Enhanced Severance Benefits owing to
the Participant to the extent of its damages and seek other appropriate relief
(including any equitable remedy to which the Company may be entitled),
including attorneys’ fees.

6.No Duty to Mitigate/Set-off. No
Participant entitled to receive Basic or Enhanced Severance Benefits hereunder
shall be required to seek other employment or to attempt in any way to reduce
any amounts payable to him or her pursuant to this Plan. Further, the amount of
Basic or Enhanced Severance Benefits payable hereunder shall not be reduced by
any compensation earned by the Participant as a result of employment by another
employer or otherwise. Except as provided herein, the amounts payable hereunder
shall not be subject to setoff, counterclaim, recoupment, defense or other
right which the Company may have against the Participant or others. A
Participant entitled to Basic or Enhanced Severance Benefits under this Plan
shall not be eligible for benefits under any severance, layoff or termination
benefits provided under any other agreement, plan, program or arrangement
maintained or sponsored by the Company. In addition, if any termination
payments made to a Participant by the Company are related to an actual or
potential liability under the Worker Adjustment and Retraining Notification Act
(WARN) or similar law, such amounts shall reduce (offset) the Participant’s
Basic or Enhanced Severance Benefit under this Plan. In the event of the
Participant’s breach of any provision hereunder, including without limitation,
Sections 4, 5, 6 or 7, the Company shall be entitled to recover any payments
previously made to the Participant hereunder.

7.Release Required. Any amounts
payable pursuant to this Plan shall only be payable if the Participant delivers
to the Company a release of all claims of any kind whatsoever that the
Participant has or may have against the Company and its Affiliates and their
officers, directors and employees known or unknown as of the date of his or her
termination of employment (other than claims to payments specifically provided
hereunder, claims under COBRA, claims to vested accrued benefits under the
Company’s tax-qualified employee benefit plans, claims for reimbursement under
the Company’s medical reimbursement program for any unreimbursed medical
expenses incurred on or before the Participant’s date of termination, claims
for unreimbursed business expenses in accordance with the Company’s policy or
rights of indemnification or contribution to which the Participant was entitled
under the Company’s By-laws, the Company’s Certificate of Incorporation or
otherwise with regard to the Participant’s service as an employee, officer or
director of the Company) occurring up to the release

10

date
in such form as reasonably requested by the Company. Notwithstanding the foregoing,
the Participant agrees to reasonably cooperate with the Company with respect to
any claim, lawsuit, action, proceeding or governmental investigation relating
to the Change of Control.

8.Funding. Participants shall
have no right, title, or interest whatsoever in or to any investments that the
Company and/or its Affiliates may make to aid it in meeting its obligations
under the Plan. Nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship between the Company and any Participant, beneficiary,
legal representative, or any other person. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of such amounts except
as expressly set forth in the Plan.

9.Administration of the Plan.

a.Plan Administrator. The general
administration of the Plan on behalf of the Company (as plan administrator
under Section 3(16)(A) of ERISA) shall be placed with the Committee.

b.Reimbursement of Expenses of Plan
Committee. The Company shall pay or reimburse the members of the Committee
for all reasonable expenses incurred in connection with their duties hereunder.

c.Action by the Plan Committee.
Decisions of the Committee shall be made by a majority of its members attending
a meeting at which a quorum is present (which meeting may be held
telephonically), or by written action in accordance with applicable law.
Subject to the terms of this Plan and provided that the Committee acts in good
faith, the Committee shall have full discretion and authority to determine a
Participant’s participation and benefits under the Plan and to interpret and
construe the provisions of the Plan.

d.Delegation of Authority. The
Committee may delegate any and all of its powers and responsibilities hereunder
to other persons. Any such delegation shall not be effective until it is
accepted by the persons designated and may be rescinded at any time by written
notice from the Committee to the person to whom the delegation is made.

e.Retention of Professional
Assistance. The Committee may employ such legal counsel, accountants and
other persons as may be required in carrying out its duties and
responsibilities in connection with the Plan.

f.Accounts and Records. The
Committee shall maintain such accounts and records regarding the fiscal and
other transactions of the Plan and such other data as

11

may
be required to carry out its functions under the Plan and to comply with all
applicable laws.

g.Claims/Disputes Procedure.

i.
Prior to paying any benefit under the Plan, the Committee may require the
Participant to provide such information or material as the Company, in its sole
discretion, shall deem necessary for it to make any determination it may be
required to make under the Plan. The Committee may withhold payments of any
benefit under the Plan until it receives all such information and material and
is reasonably satisfied of its accuracy.

ii.
Claims for benefits under the Plan should be forwarded to the Committee. The
Committee shall provide adequate notice in writing to a Participant whose claim
for benefits is denied, setting forth the specific reasons for such denial. In
the event of the denial of a claim, the Participant has the right to file a
written request for a review of the denial with the Committee within 90 days
after the Participant receives written notice of the denial. The Committee will
conduct a full and fair review of the claim for benefits. The Committee will
deliver to the Participant a written decision on that claim within 60 days
after the receipt for review, unless there are special circumstances requiring
an extension of time for processing, the 60-day period may be extended up to
120 days.

iii.
All acts and decisions of the Committee shall be final and binding upon the
Participant.

h.Fees and Expenses.The Company will pay or reimburse the
Participant, on a current basis, for all costs and expenses, including without
limitation court costs and reasonable attorneys’ fees, incurred by the
Participant in seeking to obtain or enforce any right or benefit provided by
this Plan, provided that the Participant is successful on at least one element
of his claim.

i.Indemnification. The Committee,
its members and any person designated pursuant to Section 9(d) above shall
not be liable for any action or determination made in good faith with respect
to the Plan. The Company shall, to the extent permitted by law, by the purchase
of insurance or otherwise, indemnify and hold harmless each member of the
Committee and each director, officer and employee of the Company for
liabilities or expenses they and each of them incur in carrying out their
respective duties under this Plan, other than for any liabilities or expenses
arising out of such individual’s willful misconduct or fraud.

10.Continuance of Welfare Benefits
Upon Death. If the Participant dies while receiving a welfare continuation
benefit provided under Section 3(a)(vii) or Section 3(b)(iii) of the
Plan, the Participant’s spouse and other dependents will continue to be covered
under all applicable welfare plans during the remainder of the respective
coverage period. The Participant’s spouse and other dependents will become eligible
for COBRA continuation coverage for health and dental benefits at the end of
such period.

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11.Code Section 409A.

a.
Notwithstanding anything in this Plan to the contrary, to the extent that any
amount or benefit that would constitute non-exempt “deferred compensation” for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) would otherwise be payable or distributable hereunder by reason of
a Participant’s termination of employment, such amount or benefit will not be
payable or distributable to the Participant by reason of such circumstance
unless (i) the circumstances giving rise to such termination of employment
meet any description or definition of “separation from service” in
Section 409A of the Code and applicable regulations (without giving effect
to any elective provisions that may be available under such definition), or (ii) the
payment or distribution of such amount or benefit would be exempt from the
application of Section 409A of the Code by reason of the short-term
deferral exemption or otherwise. This provision does not prohibit thevestingof any amount upon a termination of
employment, however defined. If this provision prevents the payment or
distribution of any amount or benefit, such payment or distribution shall be
made on the date, if any, on which an event occurs that constitutes a
Section 409A-compliant “separation from service.”

b.
Notwithstanding anything in this Plan to the contrary, if any amount or benefit
that would constitute non-exempt “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under
this Plan by reason of a Participant’s separation from service during a period
in which he is a Specified Employee (as defined below), then, subject to any
permissible acceleration of payment by the Company under Treas. Reg.
Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)
(conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

(i) if
the payment or distribution is payable in a lump sum, the Participant’s right
to receive payment or distribution of such non-exempt deferred compensation will
be delayed until the earlier of the Participant’s death or the first business
day of the seventh month following the Participant’s separation from service;
and

(ii)
if the payment or distribution is payable over time, the amount of such
non-exempt deferred compensation that would otherwise be payable during the
six-month period immediately following the Participant’s separation from
service will be accumulated and the Participant’s right to receive payment or
distribution of such accumulated amount will be delayed until the earlier of
the Participant’s death or the first day of the seventh month following the
Participant’s separation from service, whereupon the accumulated amount will be
paid or distributed to the Participant and the normal payment or distribution
schedule for any remaining payments or distributions will resume.

For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder (“Final
409A

13

Regulations”),provided, however, that, as
permitted in the Final 409A Regulations, the Company’s Specified Employees and
its application of the six-month delay rule of Code
Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
adopted by the Company, which shall be applied consistently with respect to all
nonqualified deferred compensation arrangements of the Company, including this
Plan.

12.Amendment and Termination. The
Company reserves the right to amend or terminate, in whole or in part, any or
all of the provisions of this Plan at any time, provided that in no event shall
any amendment reducing the benefits provided hereunder be effective within 180
days prior to a Change of Control.

13.Successors. All obligations of
the Company under the Plan shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company. In any such event, the term
“Company”, as used in this Plan, shall mean the Company, as hereinbefore
defined and any successor or assignee to the business or assets which by reason
hereof becomes bound by the terms and provisions of this Plan.

14.Miscellaneous.

a.Rights of Participants. Nothing
herein contained shall be held or construed to create any liability or
obligation upon the Company to retain any Participant in its service. All
Participants shall remain subject to discharge or discipline to the same extent
as if this Plan had not been put into effect.

b.Governing Law. The Plan shall
be governed by the laws of the State of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another jurisdiction.

c.Withholding. The Company shall
have the right to make such provisions as it deems necessary or appropriate to
satisfy any obligations it may have to withhold federal, state or local income
or other taxes incurred by reason of payments pursuant to this Plan.

d.Severability. In case any
provision of this Plan be deemed or held to be unlawful or invalid for any
reason, such fact shall not adversely affect the other provisions of this Plan
unless such determination shall render impossible or impracticable the
functioning of this Plan, and in such case, an appropriate provision or
provisions shall be adopted so that this Plan may continue to function
properly.

e.Assignment and Alienation. The
benefits payable to the Participant under the Plan shall not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any kind and any
attempt to cause any benefits to be so subjected shall not be recognized.

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f.Communications.
All announcements, notices and other communications regarding this Plan will be
made by the Company in writing.

g.ERISA Plan. The Plan is
intended to be a “top hat” welfare benefit plan within the meaning of U.S.
Department of Labor Regulation § 2520.104-24.

15.Entire Agreement. This Plan
sets forth the entire understanding of the Company with respect to the subject
matter hereof and supersedes all existing severance and change of control
plans, agreements and understandings (whether oral or written) between the
Company and the Participants with respect to the subject matter herein.

THIS
AMENDMENT (this “Amendment”) to the Genworth Financial, Inc. 2011 Change in
Control Plan (the “Plan”) is made this 5thday
of December, 2012.

The
Management Development and Compensation Committee of the Board of Directors of
Genworth Financial, Inc. (the “Corporation”) has determined that it is in the
best interests of the Corporation and its stockholders to amend the Plan to add
protective language relating to the timing of a release of claims, based on
recent IRS interpretations of Code Section 409A relating to deferred
compensation arrangements.

1. The
Plan is hereby amended by deleting the first sentence of the last paragraph of
Section 3(a) and replacing it with the following:

“Subject
to Section 11 of this Plan, Basic Severance Benefits described in
paragraphs (i) through (iv) above shall be paid within ten
(10) business days (or at such earlier time as required by applicable law)
following the Participant’s termination of employment in accordance with the
provisions of this Section 3(a), provided, however, that if such period
begins in one calendar year and ends in the next calendar year, the payment or
benefit shall not be made or commence before the second such calendar year.”

Except
as expressly amended hereby, the terms of the Plan shall be and remain
unchanged and the Plan as amended hereby shall remain in full force and effect.